Exhibit 10.2


 


FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This Investment Management Trust Agreement (this
 “Agreement”) is made effective as of                     ,
2022 by and between Chenghe Acquisition Co., a Cayman Islands exempted company (the “Company”), and Continental
Stock Transfer & Trust Company, a New York corporation (the “Trustee”).


 


WHEREAS, the Company’s registration statement
on Form S-1, File No. [ ] (the “Registration Statement”) and prospectus (the “Prospectus”)
for the initial public offering (the “Offering”) of the Company’s units (the “Units”),
each of which consists of one Class A ordinary share, par value $0.0001 per share (the “Ordinary Shares”),
and one-half of one redeemable warrant, has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission;


 


WHEREAS, the Company has entered into an Underwriting
Agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC, as representative (the “Representative”)
of the several underwriters (the “Underwriters”) named therein;


 


WHEREAS, if a Business Combination (as defined
below) is not consummated within 15 months from the closing of the Offering, upon the request of the Company’s sponsor, Chenghe
Investment Co. (the “Sponsor”) or the Sponsor’s affiliates or designees, the Company shall extend such
period by up to three extensions with each extension being three months, subject to the Sponsor or its affiliates or designees paying
into the Trust Account $1,000,000 (or up to $1,150,000 depending on the extent to which the underwriters’ over-allotment option
is exercised, in all cases, $0.10 per Ordinary Share) no later than the 15 months, the 18 months and the 21 months anniversary of the
Offering (each, an “Applicable Deadline”) for each three month extension (each, an “Extension”),
in exchange for which the Sponsor will receive a non-interest bearing, unsecured promissory note for each Extension payable upon consummation
of the Business Combination;


 


WHEREAS, as described in the Prospectus, $103,000,000
of the gross proceeds of the Offering and sale of the Private Placement Warrants (as defined in the Underwriting Agreement) (or $118,450,000
if the Underwriters’ over-allotment option is exercised in full) will be delivered to the Trustee to be deposited and held in a
segregated trust account located at all times in the United States (the “Trust Account”) for the benefit of
the Company and the holders of the Ordinary Shares included in the Units issued in the Offering as hereinafter provided (the amount to
be delivered to the Trustee (and any interest subsequently earned thereon) is referred to herein as the “Property,”
the shareholders for whose benefit the Trustee shall hold the Property will be referred to as the “Public Shareholders,”
and the Public Shareholders and the Company will be referred to together as the “Beneficiaries”);


 


WHEREAS, pursuant to the Underwriting Agreement,
a portion of the Property equal to $3,500,000, or $4,025,000 if the Underwriters’ over-allotment option is exercised in full, is
attributable to deferred underwriting discounts and commissions that will be payable by the Company to the Underwriters upon and concurrently
with the consummation of the Business Combination (as defined below) (the “Deferred Discount”); and


 


WHEREAS, the Company and the Trustee desire to
enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property.


 


NOW THEREFORE, IT IS AGREED:






		1.	Agreements and Covenants
of Trustee. The Trustee hereby agrees and covenants
to: 



 


		(a)	Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the
Trust Account established by the Trustee in the United States at J.P. Morgan Chase Bank, N.A. (or at another U.S. chartered commercial
bank with consolidated assets of $100 billion or more) and at a brokerage institution selected by the Trustee that is reasonably
satisfactory to the Company;



 


		(b)	Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein;



 


		(c)	In a timely manner, upon the written instruction of the Company, invest and reinvest the Property solely
in United States government securities within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended,
having a maturity of 185 days or less, or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4)
of Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended (or any successor rule), which invest only in direct U.S.
government treasury obligations, as determined by the Company; it being understood that the Trust Account will earn no interest while
account funds are uninvested awaiting the Company’s instructions hereunder; while account funds are invested or uninvested, the
Trustee may earn bank credits or other consideration;



 






    


    


    

  


		(d)	Collect and receive, when due, all interest or other income arising from the Property, which shall become
part of the “Property,” as such term is used herein;



 


		(e)	Promptly notify the Company and the Representative of all communications received by the Trustee with
respect to any Property requiring action by the Company;



 


		(f)	Supply any necessary information or documents as may be requested by the Company (or its authorized agents)
in connection with the Company’s preparation of the tax returns relating to assets held in the Trust Account;



 


		(g)	Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the
Property if, as and when instructed by the Company to do so;



 


		(h)	Render to the Company monthly written statements of the activities of, and amounts in, the Trust Account
reflecting all receipts and disbursements of the Trust Account;



 


		(i)	Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only
                                                               in accordance with the terms of, a letter from the Company (“Termination Letter”) in a form substantially
                                                               similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by
                                                               its Chief Executive Officer, Chief Financial Officer or Chairman of the board of directors of the Company (the
                                                               “Board”) or another authorized officer of the Company, and, in the case of Exhibit A, acknowledged
                                                               and agreed to by the Representative, and complete the liquidation of the Trust Account and distribute the Property in the Trust
                                                               Account, including interest earned on the funds held in the Trust Account (less taxes payable and up to $100,000 of interest to pay
                                                               dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein, or (y) upon the
                                                               date which is the later of (1) 15 months after the closing of the Offering, (2) such later date upon one or two or three Extensions
                                                               effectuated pursuant to the terms hereof and (3) such later date as may be approved by the Company’s shareholders in
                                                               accordance with the Company’s amended and restated memorandum and articles of association if a Termination Letter has not been
                                                               received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures
                                                               set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest earned on
                                                               the funds held in the Trust Account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), shall be
                                                               distributed to the Public Shareholders of record as of such date;



 


		(j)	Upon written request from the Company, which may be given from time to time in a form substantially similar
to that attached hereto as Exhibit C (a “Tax Payment Withdrawal Instruction”), withdraw from the Trust
Account and distribute to the Company the amount of interest earned on the Property requested by the Company to cover any tax obligation
owed by the Company as a result of assets of the Company or interest or other income earned on the Property, which amount shall be delivered
directly to the Company by electronic funds transfer or other method of prompt payment, and the Company shall forward such payment to
the relevant taxing authority so long as there is no reduction in the principal amount per share initially deposited in the Trust Account;
provided, however, that to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, the
Trustee shall liquidate such assets held in the Trust Account as shall be designated by the Company in writing to make such distribution
(it being acknowledged and agreed that any such amount in excess of interest income earned on the Property shall not be payable from the
Trust Account). The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled
to said funds, and the Trustee shall have no responsibility to look beyond said request;



 


		(k)	Upon written request from the Company, which may be given from time to time in a form substantially similar
to that attached hereto as Exhibit D (a “Shareholder Redemption Withdrawal Instruction”), the Trustee
shall distribute to the Public Shareholders on behalf of the Company the amount requested by the Company to be used to redeem Ordinary
Shares from Public Shareholders properly submitted in connection with a shareholder vote to approve an amendment to the Company’s
amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to
allow redemption in connection with our initial business combination or to redeem 100% of the Ordinary Shares included in the Units sold
in the Offering if the Company has not consummated an initial Business Combination within such time as is described in the Company’s
amended and restated memorandum and articles of association or (B) with respect to any other material provisions relating to shareholders’
rights or pre- initial Business Combination activity. The written request of the Company referenced above shall constitute presumptive
evidence that the Company is entitled to distribute said funds, and the Trustee shall have no responsibility to look beyond said request;




 






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		(l)	Not make any withdrawals or distributions from the Trust Account other than pursuant to Section 1(i),
(j) or (k) above; and



 


		(m)	Upon receipt of an extension letter in a form substantially similar to that attached hereto
as Exhibit E (“Extension Letter”) at least five business days prior to the Applicable Deadline, signed
on behalf of the Company by an executive officer, and receipt of the dollar amount specified in the Extension Letter on or prior to the
Applicable Deadline, follow the instructions set forth in the Extension Letter.



 


		2.	Agreements and Covenants
of the Company. The Company hereby agrees and covenants to:



 


		(a)	Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the
Board, Chief Executive Officer, Chief Financial Officer or another authorized officer of the Company. In addition, except with respect
to its duties under Sections 1(i), 1(j) and 1(k) hereof, the Trustee shall be entitled to rely on, and shall be protected
in relying on, any verbal or telephonic advice or instruction which it, in good faith and with reasonable care, believes to be given by
any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions
in writing;



 


		(b)	Subject to Section 4 hereof, hold the Trustee harmless and indemnify the Trustee from and
against any and all expenses, including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with
any action taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any
claim, or in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee
hereunder, or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross
negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of
any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it
shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The
Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided that the Trustee
shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The
Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be
unreasonably withheld. The Company may participate in such action with its own counsel;



 


		(c)	Pay the Trustee the fees set forth on Schedule A hereto, including an initial acceptance fee, annual
administration fee, and transaction processing fee which fees shall be subject to modification by the parties from time to time. It is
expressly understood that the Property shall not be used to pay such fees unless and until it is distributed to the Company pursuant to Sections
1(i) through 1(j) hereof. The Company shall pay the Trustee the initial acceptance fee and the first annual administration
fee at the consummation of the Offering. The Company shall not be responsible for any other fees or charges of the Trustee except as set
forth in this Section 2(c), Schedule A and as may be provided in Section 2(b) hereof;



 


		(d)	In connection with any vote of the Company’s shareholders regarding a merger, share exchange, asset
acquisition, share purchase, reorganization or similar business combination involving the Company and one or more businesses (the “Business
Combination”), provide to the Trustee an affidavit or certificate of the inspector of elections for the shareholder meeting
verifying the vote of such shareholders regarding such Business Combination;



 


		(e)	Provide the Representative with a copy of any Termination Letter(s) and/or any other correspondence that
is sent to the Trustee with respect to any proposed withdrawal from the Trust Account promptly after it issues the same;



 


		(f)	Unless otherwise agreed between the Company and the Representative, ensure that any Instruction Letter
(as defined in Exhibit A) delivered in connection with a Termination Letter in the form of Exhibit A expressly provides that the
Deferred Discount is paid directly to the account or accounts directed by the Representative on behalf of the Underwriters prior to any
transfer of the funds held in the Trust Account to the Company or any other person;



 






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		(g)	Instruct the Trustee to make only those distributions that are permitted under this Agreement, and refrain
from instructing the Trustee to make any distributions that are not permitted under this Agreement; 



 


		(h)	Within four (4) business days after the Underwriters exercise the over-allotment option (or any unexercised
portion thereof) or such over-allotment option expires, provide the Trustee with a notice in writing of the total amount of the Deferred
Discount;



 


		(i)	If applicable, issue a press release at least three days prior to the Applicable Deadline announcing that,
at least five days prior to the Applicable Deadline, the Company received notice from the Sponsor that the Sponsor intends to deposit
funds into the Trust Account for extending the Applicable Deadline and the Board has approved such Extension; and



 


		(j)	Promptly following the Applicable Deadline, disclose whether or not the deadline for the Company to consummate
a Business Combination has been extended.



 


		3.	Limitations of Liability. The Trustee shall have no responsibility
or liability to:



 


		(a)	Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement
or document other than this Agreement and that which is expressly set forth herein;



 


		(b)	Take any action with respect to the Property, other than as directed in Section 1 hereof,
and the Trustee shall have no liability to any third party except for liability arising out of the Trustee’s gross negligence, fraud
or willful misconduct;



 


		(c)	Institute any proceeding for the collection of any principal and income arising from, or institute, appear
in or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received instructions from
the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses
incident thereto;



 


		(d)	Refund any depreciation in principal of any Property;



 


		(e)	Assume that the authority of any person designated by the Company to give instructions hereunder shall
not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such
authority to the Trustee;



 


		(f)	The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered
by it to be taken or omitted, in good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence,
fraud or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate,
opinion or advice of counsel (including counsel chosen by the Trustee, which counsel may be the Company’s counsel), statement, instrument,
report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as
to the truth and acceptability of any information therein contained) which the Trustee believes, in good faith and with reasonable care,
to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or
any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument
delivered to the Trustee, signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall
give its prior written consent thereto;



 


		(g)	Verify the accuracy of the information contained in the Registration Statement;



 


		(h)	Provide any assurance that any Business Combination entered into by the Company or any other action taken
by the Company is as contemplated by the Registration Statement;



 


		(i)	File information returns with respect to the Trust Account with any local, state or federal taxing authority
or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income
earned on the Property;



 


		(j)	Prepare, execute and file tax reports, income or other tax returns and pay any taxes with respect to any
income generated by, and activities relating to, the Trust Account, regardless of whether such tax is payable by the Trust Account or
the Company, including, but not limited to, tax obligations, except pursuant to Section 1(j) hereof; or



 


		(k)	Verify calculations, qualify or otherwise approve the Company’s written requests for distributions
pursuant to Sections 1(i), 1(j) or 1(k) hereof.



 






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		4.	Trust Account Waiver. The Trustee has no right of set-off or any
right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, and hereby
irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future. In the event the Trustee
has any Claim against the Company under this Agreement, including, without limitation, under Section 2(b) or Section
2(c) hereof, the Trustee shall pursue such Claim solely against the Company and its assets outside the Trust Account and not
against the Property or any monies in the Trust Account. 



 


		5.	Termination. This Agreement shall terminate as follows:



 


		(a)	If the Trustee gives written notice to the Company that it desires to resign under this Agreement, the
Company shall use its reasonable efforts to locate a successor trustee, pending which the Trustee shall continue to act in accordance
with this Agreement. At such time that the Company notifies the Trustee that a successor trustee has been appointed and has agreed to
become subject to the terms of this Agreement, the Trustee shall transfer the management of the Trust Account to the successor trustee,
including but not limited to the transfer of copies of the reports and statements relating to the Trust Account, whereupon this Agreement
shall terminate; provided, however, that in the event that the Company does not locate a successor trustee within ninety
(90) days of receipt of the resignation notice from the Trustee, the Trustee may submit an application to have the Property deposited
with any court in the State of New York or with the United States District Court for the Southern District of New York and upon such deposit,
the Trustee shall be immune from any liability whatsoever; or



 


		(b)	At such time that the Trustee has completed the liquidation of the Trust Account and its obligations in
accordance with the provisions of Section 1(i) hereof and distributed the Property in accordance with the provisions of the
Termination Letter, this Agreement shall terminate except with respect to Section 2(b).



 


		6.	Miscellaneous. 



 


		(a)	The Company and the Trustee each acknowledge that the Trustee will follow the security procedures set
forth below with respect to funds transferred from the Trust Account. The Company and the Trustee will each restrict access to confidential
information relating to such security procedures to authorized persons. Each party must notify the other party immediately if it has reason
to believe unauthorized persons may have obtained access to such confidential information, or of any change in its authorized personnel.
In executing funds transfers, the Trustee shall rely upon all information supplied to it by the Company, including, account names, account
numbers, and all other identifying information relating to a Beneficiary, Beneficiary’s bank or intermediary bank. Except for any
liability arising out of the Trustee’s gross negligence, fraud or willful misconduct, the Trustee shall not be liable for any loss,
liability or expense resulting from any error in the information or transmission of the funds.



 


		(b)	This Agreement shall be governed by and construed and enforced in accordance with the laws of the State
of New York. This Agreement may be executed in several original or facsimile counterparts, each one of which shall constitute an original,
and together shall constitute but one instrument.



 


		(c)	This Agreement contains the entire agreement and understanding of the parties hereto with respect to the
subject matter hereof. Except for Section 1(i), 1(j) and 1(k) hereof (which sections may not be modified, amended
or deleted without the affirmative vote of sixty-five percent (65%) of the then outstanding Ordinary Shares and Class B ordinary
shares, par value $0.0001 per share, of the Company, voting together as a single class; provided that no such amendment will affect
any Public Shareholder who has properly elected to redeem his or her Ordinary Shares in connection with a shareholder vote to amend this
Agreement (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with our initial business
combination or to redeem 100% of its Ordinary Shares if the Company does not complete its initial Business Combination within the time
frame specified in the Company’s amended and restated memorandum and articles of association or (B) with respect to any other material
provisions relating to shareholders’ rights or pre-initial Business Combination activity), this Agreement or any provision hereof
may only be changed, amended or modified (other than to correct a typographical error) by a writing signed by each of the parties hereto.



 






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		(d)	The parties hereto consent to the jurisdiction and venue of any state or federal court located in the
City of New York, State of New York, for purposes of resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN
ANY WAY RELATING TO THIS AGREEMENT, EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.



 


		(e)	Any notice, consent or request to be given in connection with any of the terms or provisions of this Agreement
shall be in writing and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested),
by hand delivery or by electronic mail:



 


if to the Trustee, to:


 


Continental Stock Transfer &
Trust Company


1 State Street, 30th Floor


New York, New York 10004


Attn: Francis Wolf & Celeste
Gonzalez


Email: fwolf@continentalstock.com,
cgonzalez@continentalstock.com


 


if to the Company, to:


 


Chenghe Acquisition Co.


[38 Beach Road #29-11


South
Beach Tower


Singapore 189767


Attn: Qi Li


Email: richard.li@chengheinv.com]


 


in each case, with copies to:


 


White & Case


9th Floor, Central Tower,


28 Queen’s Road Central,


Central, Hong Kong


Attn: Jessica Zhou


Email: jessica.zhou@whitecase.com


 


Morgan Stanley & Co. LLC


1585 Broadway, New York, NY 10019


Attn: Kyle McDonnell


Email: kyle.mcdonnell@morganstanley.com


 


and


Paul Hastings LLP


22/F, Bank of China Tower


1 Garden Road, Central


Hong Kong


Attn: Raymond Li, Esq.; Neil A. Torpey, Esq.; Fang Pei,
Esq.


Email: raymondli@paulhastings.com; neiltorpey@paulhastings.com;
fangpei@paulhastings.com


  


		(a)	Each of the Company and the Trustee hereby represents that it has the full right and power and has been
duly authorized to enter into this Agreement and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges
and agrees that it shall not make any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled
to any funds in the Trust Account under any circumstance.



 






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		(b)	This
                                            Agreement is the joint product of the Trustee and the Company and each provision hereof has
                                            been subject to the mutual consultation, negotiation and agreement of such parties and shall
                                            not be construed for or against any party hereto.



 


		(c)	This
                                            Agreement may be executed in any number of counterparts, each of which shall be deemed to
                                            be an original, but all such counterparts shall together constitute one and the same instrument.
                                            Delivery of a signed counterpart of this Agreement by facsimile or electronic transmission
                                            shall constitute valid and sufficient delivery thereof.



 


		(d)	Each
                                            of the Company and the Trustee hereby acknowledges and agrees that the Representative on
                                            behalf of the Underwriters are third-party beneficiaries of this Agreement.



 


		(e)	Except
                                            as specified herein, no party to this Agreement may assign its rights or delegate its obligations
                                            hereunder to any other person or entity.



 






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IN
WITNESS WHEREOF, the parties have duly executed this Investment Management Trust Agreement as of the date first written above.


 


	 	CONTINENTAL
    STOCK TRANSFER & TRUST COMPANY, as Trustee
	 	 
	 	By:	 
                                         
                                     
	 	 	Name:
    Francis Wolf
	 	 	Title:
      Vice President




 


	 	CHENGHE
    ACQUISITION CO.
	 	 
	 	By:	 
	 	 	Name:
    Shibin Wang
	 	 	Title: Chief
    Executive Officer and Director








 


[Signature
Page to Investment Management Trust Agreement]


 






     


     


    

 


Schedule
A        




 


	Fee
    Item	 	Time
    and method of payment	 	Amount	 
	Initial
    set-up fee.	 	Initial
    closing of Offering by wire transfer.	 	$	3,500.00	 
	Trustee
    administration fee	 	Payable
    annually. First year fee payable, at initial closing of Offering by wire transfer, thereafter by wire transfer or check.	 	$	10,000.00	 
	Transaction
    processing fee for disbursements to Company under Section 1	 	Billed
    to Company following disbursement made to Company under Section 1	 	$	250.00	 
	Paying
    Agent services as required pursuant to Section 1(i) and 1(k)	 	Billed
    to Company upon delivery of service pursuant to Section 1(i) and 1(k)	 	 	Prevailing rates	 






 






     


     


    

 


EXHIBIT
A 


[Letterhead
of Company] 


[Insert
date] 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, New York 10004


Attn:
Francis Wolf & Celeste Gonzalez


 


	 	Re:	Trust
    Account Termination Letter


 


Dear
Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(i) of the
Investment Management Trust Agreement between Chenghe Acquisition Co. (the “Company”) and Continental Stock
Transfer & Trust Company (“Trustee”), dated as of ___________, 2022 (the “Trust Agreement”),
this is to advise you that the Company has entered into an agreement with ___________ (the “Target Business”)
to consummate a business combination with Target Business (the “Business Combination”) on or about [insert
date]. The Company shall notify you at least seventy-two (72) hours in advance of the actual date (or such shorter period as
you may agree) of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms
used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


In
accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account,
and to transfer the proceeds to a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation
Date, all of the funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company
shall direct on the Consummation Date (including as directed to it by the Representative on behalf of the Underwriters (with respect
to the Deferred Discount)).


 


On
the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been
consummated, or will be consummated concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”),
and (ii) the Company shall deliver to you (a) a certificate of the Chairman of the Board, the Chief Executive Officer, Chief
Financial Officer or another authorized officer of the Company, which verifies that the Business Combination has been approved by a vote
of the Company’s shareholders, if a vote is held and (b) a joint written instruction signed by the Company and the Representative
with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to public shareholders who have
properly exercised their redemption rights and payment of the Deferred Discount directly to the account or accounts directed by the Representative
from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds
held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms
of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date
without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should
remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net
of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust
Agreement shall be terminated.


 


In
the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified
you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions
from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on
the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possible.





 






     


     


    

 


	 	Very
    truly yours,
	 	 
	 	Chenghe
    Acquisition Co.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:  





 


	Agreed
    and acknowledged by:	 
	 	 
	Morgan
    Stanley & Co	 
	 	 
	By:	                            	 
	 	Name:	 
	 	Title:	 














 






     


     


    

 


EXHIBIT
B 


[Letterhead
of Company] 


[Insert
date] 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, New York 10004


Attn:
Francis Wolf & Celeste Gonzalez


 


	 	Re:	Trust
    Account Termination Letter


 


Dear
Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(i) of the Investment
Management Trust Agreement between Chenghe Acquisition Co. (the “Company”) and Continental Stock Transfer &
Trust Company (the “Trustee”), dated as of                 
, 2022 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a business
combination with a Target Business (the “Business Combination”) within the time frame specified in the Company’s
amended and restated memorandum and articles of association, as described in the Company’s Prospectus relating to the Offering.
Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


In
accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and to
transfer the total proceeds into a segregated account held by you on behalf of the Beneficiaries to await distribution to the Public
Shareholders. The Company has selected                 1
as the effective date for the purpose of determining when the Public Shareholders will be entitled to receive their share of the
liquidation proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute
said funds directly to the Company’s Public Shareholders in accordance with the terms of the Trust Agreement and the amended and
restated memorandum and articles of association of the Company. Upon the distribution of all the funds, net of any payments necessary
for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated,
except to the extent otherwise provided in Section 1(i) of the Trust Agreement.


 


	 	Very
    truly yours,
	 	 
	 	Chenghe
    Acquisition Co.
	 	 
	 	By:	           
	 	 	Name:
	 	 	Title:   





 


cc:


 


Morgan
Stanley & Co. LLC





 





 



 


1
15 months from the closing of the Offering or such later date upon
Extensions, if any, or as may be approved by the Company’s shareholders in accordance with the amended and restated memorandum and
articles of association of the Company24 months from the closing of the Offering, or at a later date, if extended.


 






     


     


    

 


EXHIBIT
C 


[Letterhead
of Company] 


[Insert
date] 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, New York 10004


Attn:
Francis Wolf & Celeste Gonzalez


 





	 	Re:	Trust Account Tax Payment Withdrawal Instruction


 


Dear
Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(j) of the
Investment Management Trust Agreement between Chenghe Acquisition Co. (the “Company”) and Continental Stock
Transfer & Trust Company (the “Trustee”), dated as of             
, 2022 (the “Trust Agreement”), the Company hereby requests that you deliver to the Company $            
of the interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings
set forth in the Trust Agreement.


 


The
Company needs such funds to pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance with
the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your
receipt of this letter to the Company’s operating account at:


 


[WIRE
INSTRUCTION INFORMATION] 


 


	 	Very
    truly yours,
	 	 
	 	Chenghe
    Acquisition Co.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:  





 


cc:


 


Morgan
Stanley & Co. LLC



 






     


     


    

 


EXHIBIT
D 


[Letterhead
of Company] 


[Insert
date] 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, New York 10004


Attn:
Francis Wolf & Celeste Gonzalez


 


	 	Re:	Trust
    Account Shareholder Redemption Withdrawal Instruction


 


Dear
Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(k) of the Investment
Management Trust Agreement between Chenghe Acquisition Co. (the “Company”) and Continental Stock Transfer &
Trust Company (the “Trustee”), dated as of             
, 2022 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders
of the Company $             of the principal and interest income earned
on the Property as of the date hereof to a segregated account held by you on behalf of the Beneficiaries for distribution to the Public
Shareholders who have requested redemption of their Ordinary Shares. Capitalized terms used but not defined herein shall have the meanings
set forth in the Trust Agreement.

 


The
Company needs such funds to pay its Public Shareholders who have properly elected to have their Ordinary Shares redeemed by the Company
in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of
association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with our initial
business combination or to redeem 100% of its public Ordinary Shares if the Company has not consummated an initial Business Combination
within such time as is described in the Company’s amended and restated memorandum and articles of association or (B) with respect
to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity. As such, you are
hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter.


 


	 	Very
    truly yours,
	 	 
	 	Chenghe
    Acquisition Co.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





 


cc:


 


Morgan
Stanley & Co. LLC





 






    


     


    

 


EXHIBIT D 


[Letterhead of Company] 


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, New York 10004


Attn: Francis Wolf & Celeste Gonzalez


 


	 	Re:	Trust Account Extension Letter


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(m) of the Investment
Management Trust Agreement between Chenghe Acquisition Co. (the “Company”) and Continental Stock Transfer &
Trust Company (the “Trustee”), dated as of             
, 2022 (the “Trust Agreement”), this is to advise you that the Company is extending the time available to consummate
a Business Combination for an additional three (3) months, from             
to              (the “Extension”).


 


This Extension Letter shall serve as the notice
required with respect to the Extension prior to the Applicable Deadline. Capitalized terms used but not defined herein shall have the
meanings set forth in the Trust Agreement.


 


In accordance with the terms of the Trust Agreement,
the Company hereby authorizes you to deposit $            , which will
be wired to you, into the Trust Account investments upon receipt.


 


	 	Very truly yours,
	 	 
	 	Chenghe Acquisition Co. 
	 	 	 
	 	By:	

	 	 	Name: 
	 	 	Title:


 


cc:


 


Morgan Stanley & Co. LLC